Conditions to Purchaser’s Obligations. The obligations of Purchaser under this Agreement are subject to satisfaction of the following conditions precedent on or before the Closing Date, any one or more of which may be waived (but only in writing) by Purchaser:

Conditions Precedent Certificates. The Administrative Agent shall have received certificates dated the Amendment No. 4 Effective Date and signed by a Financial Officer of Howmet confirming the satisfaction of the conditions precedent set forth in paragraph # of this Section 4 and that

Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the Termination Date Extension provided in Section 1 hereof are subject to the following conditions precedent:

Conditions precedent to PEF’s obligations under this Agreement shall include, without limitation:

The Asset Purchase Agreement will only be of force and effect once the Conditions Precedent have been satisfied.

Conditions Precedent to Effectiveness. This Agreement shall not be effective until each of the following conditions precedent has been fulfilled prior to or concurrently herewith, each to the satisfaction of the Administrative Agent and the Required Lenders (such date, the “Agreement Effective Date”):

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Failure of Conditions Precedent. If for any reason the Conditions Precedent are not satisfied by sixty (60) days from the Execution Date, this Agreement shall be deemed null and void unless the time period is extended by mutual agreement of the Parties. At any time, if the Parties agree in writing that one of the Conditions Precedent cannot be satisfied, this Agreement shall be deemed null and void upon the date of the Parties’ written agreement.

Conditions Precedent to Amendment. This Amendment shall become effective as of the date first above written if, and only if on such date:

The Debtors, with the prior written consent of the Supporting Common Interest Holders and Required Consenting Creditors (and solely with respect to provisions relating to their treatment or rights, with the consent of the Required Consenting Revolving Lenders), may waive any of the conditions to the Effective Date set forth in Article IX.A of the Plan at any time without any notice to any other parties in interest and without any further notice to or action, order, or approval of the Bankruptcy Court, and without any formal action other than proceeding to confirm and consummate the Plan.